-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LV/93xbEoXuYW5Bh1VUhRWBFUphnMU+PgZY4eQPv7+H6VZn/he2DpSbv90XLei/P CME/lJa4S1J6vvF7n/jrHw== 0000899140-08-001221.txt : 20080527 0000899140-08-001221.hdr.sgml : 20080526 20080527163824 ACCESSION NUMBER: 0000899140-08-001221 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080522 FILED AS OF DATE: 20080527 DATE AS OF CHANGE: 20080527 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PENN OCTANE CORP CENTRAL INDEX KEY: 0000893813 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 521790357 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 77-530 ENFIELD LANE BLDG D CITY: PALM DESERT STATE: CA ZIP: 92211 BUSINESS PHONE: 7607729080 MAIL ADDRESS: STREET 1: 77-530 ENFIELD LANE BLDG D CITY: PALM DESERT STATE: CA ZIP: 92211 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL ENERGY DEVELOPMENT CORP DATE OF NAME CHANGE: 19940302 FORMER COMPANY: FORMER CONFORMED NAME: RUSSIAN FUND DATE OF NAME CHANGE: 19940302 FORMER COMPANY: FORMER CONFORMED NAME: KALININGRAD FUND DATE OF NAME CHANGE: 19930106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Singer Nicholas J CENTRAL INDEX KEY: 0001326580 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24394 FILM NUMBER: 08861126 BUSINESS ADDRESS: BUSINESS PHONE: 816-421-6600 MAIL ADDRESS: STREET 1: 20 W 9TH STREET CITY: KANSAS CITY STATE: MO ZIP: 64105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kim Soohyung CENTRAL INDEX KEY: 0001418202 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24394 FILM NUMBER: 08861127 BUSINESS ADDRESS: BUSINESS PHONE: 212-610-9175 MAIL ADDRESS: STREET 1: C/O STANDARD GENERAL L.P. STREET 2: 650 MADISON AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Standard General Master Fund L.P. CENTRAL INDEX KEY: 0001418203 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24394 FILM NUMBER: 08861128 BUSINESS ADDRESS: STREET 1: WALKERS SPV LIMITED, WALKER HOUSE STREET 2: MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-1002 BUSINESS PHONE: 212-610-9175 MAIL ADDRESS: STREET 1: C/O STANDARD GENERAL L.P. STREET 2: 650 MADISON AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Standard General L.P. CENTRAL INDEX KEY: 0001409888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24394 FILM NUMBER: 08861129 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-610-9175 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 standard_pocc4-052708ex.xml X0202 4 2008-05-22 0 0000893813 PENN OCTANE CORP POCC 0001409888 Standard General L.P. 650 MADISON AVENUE, 26TH FLOOR NEW YORK NY 10022 0 0 1 0 0001418203 Standard General Master Fund L.P. WALKERS SPV LIMITED, WALKER HOUSE MARY STREET, GEORGE TOWN GRAND CAYMAN, CAYMAN ISLANDS KY1-1002 0 0 1 0 0001418202 Kim Soohyung 650 MADISON AVENUE, 26TH FLOOR NEW YORK NY 10022 0 0 1 0 0001326580 Singer Nicholas J 650 MADISON AVENUE, 26TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2008-05-22 4 P 0 13000 1.6638 A 3390318 I See Footnote Common Stock 2008-05-23 4 P 0 12500 1.7571 A 3402818 I See Footnote See Exhibit 99.1. STANDARD GENERAL L.P., By: Standard General Holdings L.P., its General Partner, By: Standard General S. Corp, its General Partner, By: /s/ Soohyung Kim, Director 2008-05-27 EX-99 2 s4287075a.txt EXHIBIT 99.1 EXPLANATION OF RESPONSES Exhibit 99.1 Explanation of Responses (1) The shares of Common Stock, par value $0.01 per share, of the Issuer reported herein (the "Shares") are held directly by Standard General Master Fund L.P., a Cayman Islands exempted limited partnership ("Standard General Master Fund"). Standard General L.P., a Delaware limited partnership ("Standard General"), serves as the investment manager of Standard General Master Fund and pursuant to an investment management agreement has all investment and voting power with respect to the securities held by Standard General Master Fund. Mr. Soohyung Kim ("Mr. Kim") and Mr. Nicholas J. Singer ("Mr. Singer") have controlling interests in Standard General S Corp., a Delaware corporation, which is the general partner of Standard General Holdings, L.P., a Delaware limited partnership, which is in turn the general partner of Standard General. In addition, Mr. Kim and Mr. Singer serve as co-managing members of Standard General Management LLC, a Delaware limited liability company, which is the managing member of Standard General GP LLC, a Delaware limited liability company, which is in turn the general partner of Standard General Master Fund. Standard General, Mr. Kim and Mr. Singer (Standard General, Mr. Kim and Mr. Singer, together with Standard General Master Fund, the "Reporting Persons") may be deemed to beneficially own the Shares by virtue of the foregoing relationships. In accordance with instruction 4(b)(iv), the entire number of the securities that may be deemed to be beneficially owned by the Reporting Persons is reported herein. Each of the Reporting Persons hereby disclaims beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 except to the extent of his or its pecuniary interest therein. EX-99 3 s4287075b.txt EXHIBIT 99.2 JOINT FILER INFO FOR S.G. MASTER FUND Exhibit 99.2 FORM 4 JOINT FILER INFORMATION (Attachment to Form 4 in accordance with instruction 4(b)(v)) Check this box if no longer subject to Section 16: [ ] Name and Address: Standard General Master Fund L.P. Walkers SPV Limited, Walker House, Mary Street, George Town Grand Cayman, Cayman Islands KY1-1002 Issuer and Ticker Symbol: Penn Octane Corporation (POCC) Date of Earliest Transaction: 5/22/08 Relationship to Issuer: 10% Owner Designated Filer: Standard General L.P. TABLE I INFORMATION Title of Security: Common Stock Transaction Date: 5/22/08 Transaction Code: P Securities Acquired: 13,000 Acquired or Disposed: A Price: $1.6638 Ownership Form: D Amount Beneficially Owned After Transaction: 3,390,318 Nature of Indirect Beneficial Ownership: Title of Security: Common Stock Transaction Date: 5/23/08 Transaction Code: P Securities Acquired: 12,500 Acquired or Disposed: A Price: $1.7571 Ownership Form: D Amount Beneficially Owned After Transaction: 3,402,818 Nature of Indirect Beneficial Ownership: Signature: STANDARD GENERAL MASTER FUND L.P. By: Standard General GP LLC, its General Partner By: Standard General Management LLC, its Managing Member By: /s/ Soohyung Kim ---------------------------------- Name: Soohyung Kim Title: Co-Managing Member of Standard General Management, LLC EX-99 4 s4287075c.txt EXHIBIT 99.3 JOINT FILER INFO FOR S. KIM Exhibit 99.3 FORM 4 JOINT FILER INFORMATION (Attachment to Form 4 in accordance with instruction 4(b)(v)) Check this box if no longer subject to Section 16: [ ] Name and Address: Soohyung Kim 650 Madison Avenue, 26th Floor New York, NY 10022 Issuer and Ticker Symbol: Penn Octane Corporation (POCC) Date of Earliest Transaction: 5/22/08 Relationship to Issuer: 10% Owner Designated Filer: Standard General L.P. TABLE I INFORMATION Title of Security: Common Stock Transaction Date: 5/22/08 Transaction Code: P Securities Acquired: 13,000 Acquired or Disposed: A Price: $1.6638 Ownership Form: I Amount Beneficially Owned After Transaction: 3,390,318 Nature of Indirect Beneficial Ownership: (1) Title of Security: Common Stock Transaction Date: 5/23/08 Transaction Code: P Securities Acquired: 12,500 Acquired or Disposed: A Price: $1.7571 Ownership Form: I Amount Beneficially Owned After Transaction: 3,402,818 Nature of Indirect Beneficial Ownership: (1) Signature: /s/ Soohyung Kim -------------------------------------- Soohyung Kim EX-99 5 s4287075d.txt EXHIBIT 99.4 JOINT FILER INFO FOR N.J. SINGER Exhibit 99.4 FORM 4 JOINT FILER INFORMATION (Attachment to Form 4 in accordance with instruction 4(b)(v)) Check this box if no longer subject to Section 16: [ ] Name and Address: Nicholas J. Singer 650 Madison Avenue, 26th Floor New York, NY 10022 Issuer and Ticker Symbol: Penn Octane Corporation (POCC) Date of Earliest Transaction: 5/22/08 Relationship to Issuer: 10% Owner Designated Filer: Standard General L.P. TABLE I INFORMATION Title of Security: Common Stock Transaction Date: 5/22/08 Transaction Code: P Securities Acquired: 13,000 Acquired or Disposed: A Price: $1.6638 Ownership Form: I Amount Beneficially Owned After Transaction: 3,390,318 Nature of Indirect Beneficial Ownership: (1) Title of Security: Common Stock Transaction Date: 5/23/08 Transaction Code: P Securities Acquired: 12,500 Acquired or Disposed: A Price: $1.7571 Ownership Form: I Amount Beneficially Owned After Transaction: 3,402,818 Nature of Indirect Beneficial Ownership: (1) Signature: /s/ Nicholas J. Singer -------------------------------------- Nicholas J. Singer -----END PRIVACY-ENHANCED MESSAGE-----